ex10_1.htm


     

    
      transfer
and change of control Agreement

      


      THIS TRANSFER AND CHANGE OF CONTROL
AGREEMENT (this “Agreement”) is made effective as of
the 8th day
of February, 2008, by and among Ari Lee of 2132 Horse Prairie Dr., Henderson,
Nevada, (hereinafter referred to as "Affiliate”), and Helvetic Capital Ventures
AG of Claridenstrasse 25 CH-8002 Zurich, Switzerland (hereinafter referred to as
“Helvetic”).

       

      PRELIMINARY
STATEMENTS

      


      
        	 
      	
                A.

              	
                Exotacar,
      Inc., a Nevada corporation (EXOT) is a public company, which files reports
      pursuant to the Securities Exchange Act of 1934, and trades its common
      stock under the symbol, “EXOT” on the Over-the-Counter Bulletin
      Board.

              


      

      


      
        	 
      	
                B.

              	
                Helvetic
      is interested in taking control of EXOT. Helvetic is desirous of funding
      $700,000 US (“Transactional Fees”), for the purpose of pursuing Helvetic’s
      interest in obtaining control of EXOT. The Transactional Fees are to be
      utilized by Helvetic for the purpose of facilitating the transaction as
      set forth herein, inclusive of paying finders, facilitators, attorneys,
      accountants, and shareholders required to obtain such
    control.

              


      

      


      
        	 
      	
                B.

              	
                Affiliate
      is desirous of placing EXOT under the control of Helvetic, and as a part
      of such change of control is willing to transfer 750,000 shares of common
      stock (the “Common Stock”) to Helvetic, in addition to nominating
      individuals as requested by Helvetic to the Board of Directors of EXOT,
      and concurrent with such change of control, Affiliate will resign from the
      Board of Directors.

              


      

      


      NOW, THEREFORE, in
consideration of the mutual agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Affiliate and Helvetic do hereby agree as
follows:

       

      ARTICLE
I

      


      Change of Control and
Transfer of the Common Stock

      


      Section
1.01.  Change of
Control.  On the
Closing Date and upon the terms and subject to the conditions set forth herein,
the Affiliate shall cause the following events to occur:

      


      
        	
                (a)  

              	
                Affiliate
      shall discharge all financial obligations of EXOT through the payment to
      finders, attorneys, accountants, and any outstanding financial obligations
      of EXOT;

              
	
                (b)  

              	
                Affiliate
      shall cause the transfer of 750,000 shares of common stock of EXOT, held
      in the name of Affiliate, to
Helvetic;

              


      

      


      
        	
                (c)  

              	
                Affiliate
      shall cause the Form 10Q for period ending December 31, 2007 to be filed
      prior to or concurrent with
closing.

              


      

      


      Section
1.02.  Nominee
Directors.  Prior
to the closing Helvetic shall provide Affiliate with the name or names of
Directors to be appointed to the Board of Directors of EXOT.

      


      Section
1.03.   Resignation as Officer and Director. Concurrent with
Closing, Affiliate shall deliver a resignation, wherein Affiliate resigns
Affiliates position as both an Officer and Director of EXOT.

      


      Section
1.03.  Time
and Place of Closing.  Subject
to the satisfaction or waiver of the conditions herein, the closing (the “Closing”) of the transactions
contemplated by this Agreement shall take place on or before February 8, 2008 or
at such time, date or place as Affiliate and Helvetic may
agree in writing. In the event the transaction as contemplated by this Agreement
has not occurred by February 8, 2008, or there is not a specific written
agreement by the parties extending such time, then in that event such
transaction shall immediately terminate and this Agreement shall become null and
void and of no further force or effect.

      


      Section
1.04.  Delivery of the Common
Stock; Delivery of Closing Documents; Payment of Transactional Fees. At
Closing:

      


      
        	
                (a)  

              	
                Affiliate
      shall deliver to Helvetic’s counsel the certificate(s) representing the
      Common Stock, duly endorsed in blank or accompanied by stock powers duly
      endorsed in blank, with all taxes attributable to the transfer and sale of
      the Common Stock paid by Affiliate.

              
	
                (b)  

              	
                Affiliate
      shall deliver to Helvetic’s counsel a Cashiers Check in the sum of
      $33,767.64, which shall be drawn on the bank account of EXOT, constituting
      all the cash assets of EXOT. The Cashiers Check shall be deposited into a
      bank account in the name of EXOT, as established by Helvetic or under the
      control of Helvetic, upon closing of this
  transaction.

              


      

      


      
        	
                (c)  

              	
                Affiliate
      shall deliver to Helvetic’s counsel the Board of Directors resolutions
      required to nominate the new Board of Directors and the resignation of
      Affiliate as a Board of Director and Officer of EXOT.

              
	
                (d)  

              	
                Affiliate
      shall deliver to Helvetic’s counsel all books and records of EXOT, in
      conformity with the previously sent PDF electronic documents sent to
      counsel for Helvetic.

              


      

      


      
        	
                (e)  

              	
                Helvetic
      shall deliver to counsel for Affiliate the Transaction Fees in the sum of
      $700,000. $633,767.64, of such fees shall be directly wired to the bank
      account of counsel for Affiliate, the Stoecklein Law Group, per a wire
      instruction to be submitted to counsel for Helvetic. The balance of the
      $700,000 shall remain with counsel for Helvetic for disbursement for fees
      and expenses on the side of Helvetic.

              
	
                (f)  

              	
                Affiliate
      shall deliver to Helvetic’s counsel a letter addressed to EXOT’s transfer
      agent and registrar, indicating that control of EXOT has been transferred
      and authorizing Helvetic’s nominees and counsel to perform transfers on
      the account.

              


      

      


      [Missing Graphic Reference]

       

      ARTICLE
II

      


      Representations and
Warranties of Affiliate and EXOT

      


      Subject
to all of the terms, conditions and provisions of this Agreement, the Affiliate
and EXOT hereby represent and warrant to Helvetic, as of the date hereof and as
of the Closing, as follows:

      


      Section
2.01.  Organization and
Qualification.  EXOT
is a Nevada corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada.  EXOT has all requisite power
and authority, corporate or otherwise, to own, lease and operate its assets and
properties and to carry on its business as now being conducted.  EXOT
does not have any subsidiaries or predecessor corporations.

      


      Section
2.02.  Capitalization of EXOT;
Title to the Common Stock.  There
are 100,000,000 shares of common stock authorized of EXOT, of which 1,250,000
shares of common stock are issued and outstanding, $0.001 par value per share.
There are 10,000,000 shares of preferred stock authorized of EXOT, of which
there are no shares of preferred stock issued or outstanding. All of the
outstanding shares of common stock have been duly authorized and validly issued,
are fully paid and nonassessable and are free of preemptive
rights.  The Common Stock transferred by the Affiliate to Helvetic
will be restricted stock pursuant to Rule 144, and will be free and clear of
liens.  There are no outstanding or authorized subscriptions, options,
warrants, calls, rights or other similar contracts, including rights of
conversion or exchange under any outstanding debt or equity security or other
contract, to which any of the Common Stock will be subject or obligating the
Affiliate and/or EXOT to issue, deliver or sell, or cause to be issued,
delivered or sold, any other shares of capital stock of EXOT or any other debt
or equity securities convertible into or evidencing the right to subscribe for
any such shares of capital stock or obligating the Affiliate and/or EXOT to
grant, extend or enter into any such contract.  There are no voting
trusts, proxies or other contracts to which Affiliate and/or EXOT are a party or
are bound with respect to the voting of any shares of capital stock of
EXOT.  The Affiliate has full legal right to sell, assign and transfer
the Common Stock to Helvetic and will, upon payment for the Common Stock and
delivery to Helvetic a certificate or certificates representing the Common
Stock, transfer good and indefeasible title to the Common Stock to Helvetic,
free and clear of liens.

      


      Section
2.03.  Authority.  The
Affiliate and EXOT have all requisite power and authority, corporate or
otherwise, to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and thereby.  The Affiliate and EXOT
have duly and validly executed and delivered this Agreement and will, on or
prior to the Closing, execute, such other documents as may be required hereunder
and, assuming the due authorization, execution and delivery of this Agreement by
the parties hereto and thereto, this Agreement constitutes, the legal, valid and
binding obligation of the Affiliate and EXOT, as applicable, enforceable against
the Affiliate and EXOT, as applicable, in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally
and general equitable principles.

      


      Section
2.04.  No
Conflict.  The
execution and delivery by the Affiliate and EXOT of this Agreement and the
consummation of the transactions contemplated hereby and thereby, do not and
will not, by the lapse of time, the giving of notice or
otherwise:  (a) constitute a violation of any law; (b) constitute a
breach or violation of any provision contained in the Articles of Incorporation
or Bylaws of EXOT; (c) constitute a breach of any provision contained in, or a
default under, any governmental approval, any writ, injunction, order, judgment
or decree of any governmental authority or any contract to which the Affiliate
and/or EXOT are a party; or (d) result in or require the creation of any lien
upon the Common Stock.

      


      Section
2.05.  Consents and
Approvals.  No
governmental approvals and no notifications, filings or registrations to or with
any governmental authority or any other person is or will be necessary for the
valid execution and delivery by the Affiliate and/or EXOT of this Agreement or
the consummation of the transactions contemplated hereby or thereby, or the
enforceability hereof or thereof, other than those which have been obtained or
made and are in full force and effect.

      


      Section
2.06.  Litigation.  There
are no claims pending or, to the knowledge of the Affiliate and EXOT, threatened
against or affecting EXOT or any of its assets and properties before or by any
governmental authority or any other person.  The Affiliate and EXOT
have no knowledge of the basis for any claim, which alone or in the
aggregate:  (a) could reasonably be expected to result in any
liability with respect to EXOT; or (b) seeks to restrain or enjoin the execution
and delivery of this Agreement or the consummation of any of the transactions
contemplated hereby or thereby.  There are no judgments or outstanding
orders, injunctions, decrees, stipulations or awards against EXOT or any of its
assets and properties.

      


      [Missing Graphic Reference]

       

          Section
2.07.  Brokers, Finders and
Financial Advisors. No broker, finder or financial advisor has acted for
Affiliate in connection with this Agreement or the transactions contemplated
hereby or thereby, and no broker, finder or financial advisor is entitled to any
broker’s, finder’s or financial advisor’s fee or other commission in respect
thereof based in any way on any contract with Affiliate. Affiliate acknowledges
the fees to be paid to financial advisors pursuant to Section 3.05 herein
below.

      


      Section
2.08.  Disclosure.  To the
best of the Affiliate’s and EXOT’s knowledge, the schedules, documents,
exhibits, reports, certificates and other written statements and information
furnished by or on behalf of Affiliate and/or EXOT to Helvetic do not contain
any material misstatement of fact or omit any material
facts.  Affiliate and EXOT have not withheld any fact known to them
which has or is reasonably likely to have a material adverse effect with respect
to EXOT.

      


      Section
2.09.  Ownership.  The
Affiliate represents and warrants that Affiliate owns 750,000 shares of common
stock (the “Common Stock”) of EXOT that are subject to this
Agreement.

      


      ARTICLE
III

      


      Representations and
Warranties of Helvetic

      


      Subject
to all of the terms, conditions and provisions of this Agreement, Helvetic
hereby represent and warrant to the Affiliate, as of the date hereof and as of
the Closing, as follows:

      


      Section
3.01.  Authority.  Helvetic
has all requisite power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby and
thereby.  Helvetic has duly and validly executed and delivered this
Agreement and, assuming the due authorization, execution and delivery of this
Agreement by the other parties hereto and thereto, this Agreement constitutes
the legal, valid and binding obligation of Helvetic, enforceable against
Helvetic in accordance with its terms, except as such enforcement may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and general equitable
principles.

      


      Section
3.02.  No
Conflict.  The
execution and delivery by Helvetic of this Agreement and the consummation of the
transactions contemplated hereby and thereby do not and shall not, by the lapse
of time, the giving of notice or otherwise:  (a) constitute a
violation of any law; or (b) constitute a breach of any provision contained in,
or a default under, any governmental approval, any writ, injunction, order,
judgment or decree of any governmental authority or any contract to which
Helvetic is a party or by which Helvetic is bound or affected.

      


      Section
3.03.  Consents and
Approvals. No governmental approvals and no notifications, filings or
registrations to or with any governmental authority or any other person is or
will be necessary for the valid execution and delivery by Helvetic of this
Agreement and the closing documents to which it is a party, or the consummation
of the transactions contemplated hereby or thereby, or the enforceability hereof
or thereof, other than those which have been obtained or made and are in full
force and effect.

      


      Section
3.04.  Litigation.  There
are no claims pending or, to the knowledge of Helvetic, threatened, and Helvetic
has no knowledge of the basis for any claim, which either alone or in the
aggregate, seeks to restrain or enjoin the execution and delivery of this
Agreement or the consummation of any of the transactions contemplated hereby or
thereby.  There are no judgments or outstanding orders, injunctions,
decrees, stipulations or awards against Helvetic which prohibits or restricts,
or could reasonably be expected to result in any delay of, the consummation of
the transactions contemplated by this Agreement.

      


      Section
3.05.  Brokers, Finders and
Financial Advisors. Affiliate and Helvetic agree and acknowledge that
Helvetic will be responsible for any fee to be paid, and which will be paid at
Closing from the Transactional Fees being paid herein.

      


      [Missing Graphic Reference]

       

      ARTICLE
IV

       

      Covenants

      


      Section
4.01.  Further
Assurances.  Affiliate,
EXOT and Helvetic agree that, from time to time, whether before, at or after the
Closing, each of them will take such other action and to execute, acknowledge
and deliver such contracts, deeds, or other documents (a) as may be reasonably
requested and necessary or appropriate to carry out the purposes and intent of
this Agreement; or (b) to effect or evidence the transfer to Helvetic of the
Common Stock held by or in the name of the Affiliate.

      


      Section
4.02.  Conduct of
Business.  Except
as otherwise contemplated by this Agreement, after the date hereof and prior to
the Closing or earlier termination of this Agreement, unless Helvetic shall
otherwise agree in writing, EXOT shall:

      


      (a)           
not take or perform any act or refrain from taking or performing any act which
would have resulted in a breach of the representations and warranties set forth
in Article II;

      


      (b)           
not enter into any agreement, or extend an existing agreement that will survive
after the Closing;

      


      (c)           
not sell, pledge, lease, license or otherwise transfer any of their assets or
properties or make any payments or distributions of EXOT; and

      


      (d)           
not make any payments or distributions of assets or properties of
EXOT.

      


      Prior to
the Closing, EXOT shall exercise, consistent with the terms and conditions of
this Agreement, complete control and supervision of its operations.

      


      Section
4.03.  Public
Announcements.  Except
as required by law, without the prior written approval of the other party,
neither Affiliate, EXOT nor Helvetic will issue, or permit any agent or
affiliate thereof to issue, any press release or otherwise make or permit any
agent or affiliate thereof to make, any public statement or announcement with
respect to this Agreement or the transactions contemplated hereby and
thereby.

       

      ARTICLE
V

       

      Conditions

      


      Section
5.01.  Conditions to Obligations of
each of the Parties. 
The respective obligations of each party to consummate the transactions
contemplated hereby shall be subject to the fulfillment at or prior to the
Closing of the following conditions: (a) no preliminary or permanent injunction
or other order, decree or ruling which prevents the consummation of the
transactions contemplated by this Agreement shall have been issued and remain in
effect; (b) no claim shall have been asserted, threatened or commenced and no
law shall have been enacted, promulgated or issued which would reasonably be
expected to (i) prohibit the purchase of, payment for or retention of the Common
Stock by Helvetic or the consummation of the transactions contemplated by this
Agreement or (ii) make the consummation of any such transactions illegal; and
(c) all approvals legally required for the consummation of the transactions
contemplated by this Agreement shall have been obtained and be in full force and
effect at the Closing.

      


      Section
5.02.  Conditions to Obligations of
Affiliate.  The
obligations of Affiliate to consummate the transactions contemplated hereby
shall be subject to the fulfillment at or prior to the Closing Date of the
following additional conditions, except as Affiliate may waive in writing: (a)
Helvetic shall have complied with and performed in all material respects all of
the terms, covenants, agreements and conditions contained in this Agreement
which are required to be complied with and performed on or prior to Closing; (b)
the representations and warranties of Helvetic in this Agreement shall have been
true and correct on the date hereof or thereof, as applicable, and such
representations and warranties shall be true and correct on and at the Closing
(except those, if any, expressly stated to be true and correct at an earlier
date), with the same force and effect as though such representations and
warranties had been made on and at the Closing; and (c) the simultaneous
purchase and delivery of 50,000 free trading shares from Stoecklein Law Group,
which purchase shall be paid from the Transactional Fees as set forth
herein.

      


      Section
5.03.  Conditions to Obligations of
Helvetic.  The
obligations of Helvetic to consummate the transactions contemplated hereby shall
be subject to the fulfillment at or prior to Closing of the following additional
conditions, except as Helvetic may waive in writing: (a) the Affiliate and EXOT
shall have complied with and performed in all material respects all of the
terms, covenants, agreements and conditions contained in this Agreement which
are required to be complied with and performed on or prior to Closing; and (b)
the representations and warranties of Affiliate and EXOT in this Agreement shall
have been true and correct on the date hereof or thereof, as applicable, and
such representations and warranties shall be true and correct on and at the
Closing (except those, if any, expressly stated to be true and correct at an
earlier date), with the same force and effect as though such representations and
warranties had been made on and at the Closing.

      


      [Missing Graphic Reference]

       

      ARTICLE
VI

       

      Indemnification

      


      Section
6.01.  Indemnification of
Affiliate.  Subject
to the terms and conditions of this Article VI, Helvetic agrees to indemnify,
defend and hold harmless Affiliate, from and against any and all claims,
liabilities and losses which may be imposed on, incurred by or asserted against,
arising out of or resulting from, directly or indirectly:

      


      (a)           
the inaccuracy of any representation or breach of any warranty of Helvetic
contained in or made pursuant to this Agreement which was not disclosed to
Affiliate in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Affiliate with
respect to conditions to Closing in Section 5.02;

      


      (b)           
the breach of any covenant or agreement of Helvetic contained in this Agreement;
or

      


      (c)           
any claim to fees or costs for alleged services by a broker, agent, finder or
other person claiming to act in a similar capacity at the request of Helvetic in
connection with this Agreement;

      


      provided, however, that
Helvetic shall not be liable for any portion of any claims, liabilities or
losses resulting from a material breach by Affiliate, of any of its obligations
under this Agreement or from Affiliate’s gross negligence, fraud or willful
misconduct.

      


      Section
6.02.  Indemnification of
Helvetic.  Subject
to the terms and conditions of this Article VI, from and after the Closing, EXOT
and Affiliate, jointly and severally, agree to indemnify, defend and hold
harmless Helvetic, their respective affiliates, their respective present and
former directors, officers, shareholders, employees and agents and its
respective heirs, executors, administrators, successors and assigns (the “Helvetic’s
Indemnified Persons”), from and against any and all claims, liabilities
and losses which may be imposed on, incurred by or asserted against any
Helvetic’s Indemnified Person, arising out of or resulting from, directly or
indirectly:

      


      (a)           
the inaccuracy of any representation or breach of any warranty of the Affiliate
or EXOT contained in or made pursuant to this Agreement which was not disclosed
to Helvetic in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Helvetic with
respect to conditions to Closing in Section 5.03;

      


      (b)           
the breach of any covenant or agreement of Affiliate or EXOT contained in this
Agreement;

      


      (c)           
any and all operations, activities, and events, of and/or impacting EXOT
occurring prior to the Closing; or

      


      (d)           
any claim to fees or costs for alleged services rendered by a broker, agent,
finder or other person claiming to act in a similar capacity at the request of
the Affiliate in connection with this Agreement;

      


      provided, however, that
Affiliate and EXOT shall not be liable for any portion of any claims,
liabilities or losses resulting from a material breach by Helvetic of its
obligations under this Agreement or from a Helvetic Indemnified Person’s gross
negligence, fraud or willful misconduct.

      


      Section
6.03.  Indemnification of Helvetic
and Affiliate by Brokers, Finders and Financial Advisors.  It
shall be conclusively presumed that Helvetic has not had any broker, finder or
financial advisor representing Helvetic directly or indirectly in connection
with this Agreement, and Affiliate shall not have any liability to any broker,
finder or financial advisor claiming by, through or under
Helvetic.  Furthermore, Helvetic specifically indemnifies Affiliate
from any and all such expenses except as provided herein.  Affiliate
hereby indemnifies Helvetic from and against any claim of any broker, finder or
financial advisor by, through or under Affiliate.

      


      [Missing Graphic Reference]

       

      ARTICLE
VII

      


      Miscellaneous

      


      Section
7.01.  Notices.  Any
and all notices, requests or other communications hereunder shall be given in
writing and delivered by: (a) regular, overnight or registered or certified mail
(return receipt requested), with first class postage prepaid; (b) hand delivery;
(c) facsimile transmission; or (d) overnight courier service, to the parties at
the following addresses or facsimile numbers:

      


      (i) if to
Affiliate,
to:                                                                
EXOT

      Attn: Ari
Lee

      2132
Horse Prairie Dr.

      Henderson,
Nevada 89052

      


      With
copies
to:                          Donald
J. Stoecklein

      Stoecklein
Law Group

      402 West
Broadway, Suite 400

      San
Diego, Nevada, 92101

                 
(619) 595-4882

                 
(619) 595-4883_ – FAX

                  
email: djs@slgseclaw.com

      


      


      (ii) if
to Helvetic,
to:                               Helvetic
Capital Ventures AG

      Charidenstrasse
25

      CH-8002
Zurich, Switzerland

      +41-76-5641545

      Fax
+41-71-5604000

      email:
dzhou@warnercorp.com

      


      With
copies
to:                          Jared
P. Febbroriello, Esq. LL.M.

      JPP
Securities Law, LLC

      17111
Kenton Drive

      Suite
100B

      Cornelius,
NC 28031

      (704)
897-8334

      (888)
608-5705 – FAX

      email:
jaredfebb@jpfsecurities.com

      


      or at
such other address or number as shall be designated by either of the parties in
a notice to the other party given in accordance with this Section
7.01.  Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given: (A) in the case of a
notice sent by regular or registered or certified mail, three business days
after it is duly deposited in the mails; (B) in the case of a notice delivered
by hand, when personally delivered; (C) in the case of a notice sent by
facsimile, upon transmission subject to telephone confirmation of receipt; and
(D) in the case of a notice sent by overnight mail or overnight courier service,
the next business day after such notice is mailed or delivered to such courier,
in each case given or addressed as aforesaid.

      


      [Missing Graphic Reference]

       

          Section
7.02.  Benefit and
Burden.  This
Agreement shall inure to the benefit of, and shall be binding upon, the parties
hereto and their successors and permitted assigns.

      


      Section
7.03.  No
Third Party Rights.  Nothing
in this Agreement shall be deemed to create any right in any creditor or other
person not a party hereto (other than Helvetic’s Indemnified Persons) and this
Agreement shall not be construed in any respect to be a contract in whole or in
part for the benefit of any third party (other than Helvetic’s Indemnified
Persons).

      


      Section
7.04.  Amendments and
Waiver.  No
amendment, modification, restatement or supplement of this Agreement shall be
valid unless the same is in writing and signed by the parties
hereto.  No waiver of any provision of this Agreement shall be valid
unless in writing and signed by the party against whom that waiver is sought to
be enforced.

      


      Section
7.05.  Counterparts.  This
Agreement may be executed in counterparts and by the different parties in
separate counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.

      


      Section
7.06.  Captions and
Headings.  The
captions and headings contained in this Agreement are inserted and included
solely for convenience and shall not be considered or given any effect in
construing the provisions hereof if any question of intent should
arise.

      


      Section
7.07.  Construction.  The
parties acknowledge that each of them has had the benefit of legal counsel of
its own choice and has been afforded an opportunity to review this Agreement
with its legal counsel and that this Agreement shall be construed as if jointly
drafted by the parties hereto.

      


      Section
7.08.  Severability.  Should
any clause, sentence, paragraph, subsection, Section or Article of this
Agreement be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder of
this Agreement, and the parties agree that the part or parts of this Agreement
so held to be invalid, unenforceable or void will be deemed to have been
stricken herefrom by the parties, and the remainder will have the same force and
effectiveness as if such stricken part or parts had never been included
herein.

      


      Section
7.09.  Remedies.  The
parties agree that the covenants and obligations contained in this Agreement
relate to special, unique and extraordinary matters and that a violation of any
of the terms hereof or thereof would cause irreparable injury in an amount which
would be impossible to estimate or determine and for which any remedy at law
would be inadequate.  As such, the parties agree that if either party
fails or refuses to fulfill any of its obligations under this Agreement or to
make any payment or deliver any instrument required hereunder or thereunder,
then the other party shall have the remedy of specific performance, which remedy
shall be cumulative and nonexclusive and shall be in addition to any other
rights and remedies otherwise available under any other contract or at law or in
equity and to which such party might be entitled.

      


      Section
7.10.  Applicable Law.  THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.

      


      [Missing Graphic Reference]

       

          Section
7.11.  Submission to
Jurisdiction.  Each
of the parties hereby: (a) irrevocably submits to the non-exclusive personal
jurisdiction of any Nevada court, over any claim arising out of or relating to
this Agreement and irrevocably agrees that all such claims may be heard and
determined in such Nevada court; and (b) irrevocably waives, to the fullest
extent permitted by applicable law, any objection it may now or hereafter have
to the laying of venue in any proceeding brought in a Nevada court.

      


      Section
7.12.  Expenses; Prevailing Party
Costs.  The
Affiliate, EXOT, and Helvetic shall pay their own expenses incident to this
Agreement and the transactions contemplated hereby and thereby, including all
legal and accounting fees and disbursements, and Affiliate shall be solely
liable for any and all expenses of the Affiliate and/or EXOT which are incident
to this Agreement and the transactions contemplated hereby and thereby (other
than customary general, administrative and overhead expenses incurred in the
ordinary course of business).  Notwithstanding anything contained
herein or therein to the contrary, if any party commences an action against
another party to enforce any of the terms, covenants, conditions or provisions
of this Agreement, or because of a breach by a party of its obligations under
this Agreement, the prevailing party in any such action shall be entitled to
recover its losses, including reasonable attorneys’ fees, incurred in connection
with the prosecution or defense of such action, from the losing
party.

      


      Section
7.13. Entire
Agreement.  This
Agreement sets forth all of the promises, agreements, conditions,
understandings, warranties and representations among the parties with respect to
the transactions contemplated hereby and thereby, and supersedes all prior
agreements, arrangements and understandings between the parties, whether
written, oral or otherwise.

      


      Section
7.14. Faxed
Signatures.  For
purposes of this Agreement, a faxed signature shall constitute an original
signature.

      


      IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the day and year first above
written.

      


      “AFFILIATE”

      


      ___________________________

      Ari
Lee

      


      Approved
By:

      EXOTACAR,
INC.

      


      ____________________________

      Name: Ari
Lee

      Title:
President

      


      


      “HELVETIC”

      


      ________________________

      Helvetic
Capital Ventures AG

      


      


      


      


      


      EXHIBIT
A

      


      


      
        	
                NAME

              	
                COMMON
      SHARES TO BE

                DELIVERED
      AT CLOSING

              


      

                                   

      


      Ari
Lee                                                                                    
750,000

       

      


       

      TOTAL                                                                                  
750,000